UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
Callaway Golf Company (the “Company”) is filing this Current Report on Form 8-K to provide an update on the impact of the coronavirus (“COVID-19”) pandemic on its business.
On May 19, 2020, the Company reopened its primary manufacturing plant for golf balls located in Chicopee, Massachusetts. With the reopening of the Chicopee golf ball plant, all of the Company’s distribution centers and manufacturing plants worldwide have resumed operations while taking steps designed to protect its employees, including protective gear, social distancing guidelines and other preventive and safety measures. These operations are ramping up more quickly than expected.
The information furnished in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Statements used in this Current Report on Form 8-K that relate to future plans, events, performance, or prospects, including statements relating to the resumption, ramping up or continued operation of the Company’s distribution centers and manufacturing plants, the ability to protect the Company’s employees and the adequacy of the protective gear, social distancing guidelines and other preventive or safety measures, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current information and expectations and speak only as of the date hereof and are not guarantees of future performance. Accurately estimating the forward-looking statements is based upon various risks and unknowns, including the uncertainty of the duration, scope and impact of COVID-19; a further spread or worsening of COVID-19; any further regulatory actions taken in response to COVID-19, including the future shutdown of or restrictions on the Company’s distribution centers or manufacturing plants; the effectiveness of the Company’s protective gear, social distancing guidelines, and other preventive or safety measures; any further increased costs or disruption to the Company’s business as a result of COVID-19, including disruptions to business operations from travel restrictions, mandated quarantines or voluntary “social distancing” that affects employees, customers and suppliers; production delays, closures or disruptions of any of the Company’s facilities, retail locations, warehouses and supply and distribution chains; staffing shortages as a result of remote working requirements or otherwise; uncertainty regarding global economic conditions, whether related to COVID-19 or otherwise, and related decreases in customer demand and spending; competitive pressures; future consumer discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions; and future retailer purchasing activity, which can be significantly negatively affected by adverse industry conditions and overall retail inventory levels. Actual results may differ materially from those estimated or anticipated as a result of these risks and unknowns or other risks and uncertainties, including the effect of terrorist activity, armed conflict, natural disasters or pandemic diseases, including expanded outbreak of COVID-19, on the economy generally, on the level of demand for the Company’s and its subsidiaries’ products or on the Company’s ability to manage its operations, supply chain and delivery logistics in such an environment. For additional information concerning these and other risks and uncertainties that could affect these statements, the golf and apparel industries, and the Company’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as well as other risks and uncertainties detailed from time to time in the Company’s reports on Forms 10-Q and 8-K filed with the Securities and Exchange Commission subsequent to the filing of the 2019 Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 21, 2020 |
CALLAWAY GOLF COMPANY | |||||
| By: |
/s/ Sarah E. Kim | |||||
| Sarah E. Kim | ||||||
| Vice President, General Counsel and Corporate Secretary | ||||||